Schedule 1 – Commission Schedule

1. Subject to terms this Agreement (which shall include this Schedule 1), Modulr shall pay commission corresponding to 10% of the total Fees paid by the Delegate each month (the "Commission").

2. Modulr’s payment of the commission is contingent upon:
1. the Delegate introducing at least fifteen (15) Introduced SMEs to Modulr;
2. the Introduced SMEs meeting Modulr’s KYC and compliance requirements and such Introduced SMEs must have initiated transactions on the Modulr platform for at least three (3) months;
3. the Delegate paying any Fees due to Modulr; and
4. the Delegate’s compliance with the terms of the Agreement.

3. The Delegate shall receive the Commission quarterly in arrears, no later than thirty (30) days following the end of the quarter. For the avoidance of doubt, Modulr reserves the right in its sole discretion to either: (a) pay the Commission directly to the Delegate, or (b) credit the Delegate’s invoice.

4. The Commission is inclusive of VAT.

5. The Delegate acknowledges that Modulr has the right to demand the repayment of any commission paid to the Delegate under this Agreement where Modulr has reasonable suspicion to believe that the Delegate is or has acted in breach of this Agreement.

6. Modulr’s obligation to pay Commission shall cease upon the termination of this Agreement.

7. The Delegate shall be responsible for disclosing the payment of commission by Modulr to it to Introduced SMEs where required by Applicable Law (by providing, in good time, Introduced SMEs with the applicable commission disclosures (in the form by Modulr to the Affiliate, as amended from time to time)).